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General Service Agreement

01 November 2023

 

This Agreement is entered into by and between Galbo Limited, a Cyprus company with registration number HE389020, located at 32 Kyriakou Matsi, Villa Clara, Pissouri 4607 Cyprus, hereinafter referred to as the "Service Provider", and the party accepting a proposal and/or making any payment, hereinafter referred to as the "Client".

 

  1. Services Provided

    1. The Service Provider offers consulting services, including but not limited to: Corporate consulting, structuring consulting, banking consulting, accounting & audit liaison services, taxation consulting, legal consulting, immigration consulting, and real estate consulting. These services are provided directly and/or in cooperation with the Service Provider’s affiliates.

 

  1. The Service Provider agrees to provide consulting services as specifically described in the final proposal accepted by the Client. Services not detailed in the proposal are considered outside the scope of this Agreement and will require additional agreement and fees.

 

  1. Fees and Payment

    1. The fees for the services provided by the Service Provider are as described in each individually produced proposal and/or invoice. The terms of this Agreement are considered agreed to by the Client upon acceptance of a proposal and/or with any payment made to the Service Provider, either in full or partial. Payments are due as indicated on the proposal or invoice. The Client acknowledges that delays in payment may result in suspension or termination of services.

 

  1. All services rendered by the Service Provider, including consultations, whether initial or follow-up, are chargeable. By seeking and accepting such services, the Client acknowledges their obligation to compensate the Service Provider as per the terms set out in proposals, invoices, or any other written agreements. It is the responsibility of the Client to inquire about fees before any service if they are uncertain.

 

  1. The Client agrees to pay the Service Provider fees as outlined in the final proposal. These fees do not include additional expenses such as government fees, stamp duties, translation fees, travel expenses, courier expenses etc., unless explicitly stated in the proposal. If the Client accepts an offer and the Service Provider commences work, but the Client later decides not to proceed, the Client is responsible for paying for the portion of the work completed up to the point of cancellation.

 

  1. While the Service Provider may list some fees on their website or other materials, the Client acknowledges that not all fees and expenses are always published. Therefore, it is the Client's responsibility to inquire about the full scope of fees for the requested services.

 

  1. Prior to the initiation of any services, the Client is advised to consult with the Service Provider regarding any potential additional fees or expenses that may not be explicitly included in the initial proposal. This consultation is essential to ensure a clear understanding of the total cost of services.

 

  1. The Service Provider is not liable for any misunderstandings or lack of awareness on the part of the Client regarding the fee structure or additional expenses that may arise during the provision of services.

 

  1. The Client is also responsible for inquiring about any changes in the scope of work that may affect the total fees and expenses. Such changes will be communicated to the Client, and agreement on the revised fees will be sought before proceeding with the altered scope of work.

 

  1. Duration of Services and Termination

    1. This Agreement shall commence on the date of signing and continue until the completion of the services, unless terminated earlier by either party. The Service Provider reserves the right to wait until payment is made to commence work on the case. Additionally, the Service Provider may cease work on the case if payments are not made as agreed upon. The Service Provider is not responsible for any late fees incurred by the Client due to delayed provision of services resulting from late or non-payment.
       

    2. This Agreement is valid for the entire period during which services are provided and until the provision of services is finalized, unless otherwise agreed upon between the parties. The Agreement may be terminated immediately by notice by either party. In the event of termination, all remaining balances shall be paid to the Service Provider.
       

  2. Post Termination Obligations
    Upon termination of this Agreement, for any reason, the following shall apply:
     

    1. The Client shall immediately pay to the Service Provider all outstanding fees and expenses due up to the date of termination.
       

    2. Both parties agree to return any property, documents, and confidential information belonging to the other party.
       

    3. The obligations of confidentiality and any other obligations intended by their nature to survive termination of this Agreement shall remain in effect beyond such termination.
       

  3. Confidentiality and Data Protection

    1. Confidentiality Obligations: Both parties agree to maintain the confidentiality of all confidential information received from the other party during the course of the agreement. Confidential information includes, but is not limited to, business processes, client data, trade secrets, and any other information deemed sensitive by either party. This obligation shall survive the termination of this Agreement.
       

    2. Use of Confidential Information: The receiving party shall use the confidential information solely for the purpose of executing the obligations and services under this Agreement and shall not disclose such information to any third parties, except as required by law or with the prior written consent of the disclosing party.
       

    3. Data Protection: The Service Provider agrees to comply with all applicable data protection laws and regulations in the handling and processing of any personal data received from the Client. The Client also agrees to comply with all relevant data protection laws in their provision of personal data to the Service Provider.
       

    4. Breach of Confidentiality: In the event of a breach or threatened breach of this confidentiality clause, the non-breaching party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this clause but shall be in addition to all other remedies available at law or in equity.
       

  4. Communication

    1. Any communication between the Client and the Service Provider, including any of its employees, via email, WhatsApp, or phone, shall be considered as official communication. All communication shall be conducted within the Service Provider's working hours, which are from Monday to Thursday, 10:00-18:00 and Friday 10:00-14:00. The Service Provider will respond to communications within a reasonable timeframe, considering the nature of the inquiry and operational demands.
       

  5. Working Hours
    The Service Provider operates from Monday to Thursday, 10:00-18:00, and Friday 10:00-14:00. The Service Provider is closed on Saturdays, Sundays, Jewish holidays, and Cypriot public holidays, unless mentioned otherwise in writing.
     

  6. Client Responsibilities
    The Client shall provide all necessary information, documentation, and timely cooperation essential for the Service Provider to effectively deliver the agreed services. The Client acknowledges that failure to provide such cooperation may adversely affect the service's outcome. In such cases, the Service Provider shall not be held responsible, and the Client agrees to compensate for any additional work or delays caused by their non-compliance.
     

  7. Confidentiality
    Both parties commit to maintaining the confidentiality of all proprietary or confidential information exchanged during the course of the agreement. This includes business strategies, client lists, trade secrets, and other sensitive information. Confidential information shall not be disclosed to third parties without the explicit written consent of the disclosing party. This confidentiality obligation shall persist beyond the termination of this Agreement.
     

  8. Limitation of Liability
    To the fullest extent permitted by law, the Service Provider, including its affiliates, employees, executives, agents, and any other representatives, shall not be liable for any damages whatsoever, whether direct, indirect, incidental, special, consequential, or punitive, arising out of or in connection with this Agreement or the services provided. This exclusion of liability applies to all forms of damages including, but not limited to, loss of profits, data, goodwill, or other intangible losses, regardless of whether the Service Provider or its representatives were advised of the possibility of such damages. The Client acknowledges and agrees that this limitation of liability is a fundamental element of the basis of the bargain between the Client and the Service Provider, and the services would not be provided without such limitations.
     

  9. Disclaimer of Guarantee
    The Service Provider does not guarantee the success or any specific outcome of the services provided. The effectiveness of the services may be influenced by external factors beyond the Service Provider's control, including market conditions and regulatory changes. The Client acknowledges that the use of the Service Provider's services does not inherently guarantee success or a favorable outcome.
     

  10. Subcontracting and Assignment
    The Service Provider may subcontract or assign portions of the work to third parties as deemed necessary for the completion of the services. While the Service Provider will exercise due diligence in selecting competent subcontractors, the Service Provider shall not be held responsible for any damages arising from the subcontracting, nor for the outcome of the services provided by the subcontractors. In the event of any issues with the subcontracted work, the Service Provider will endeavor to find an alternative solution to fulfill the service requirements. However, the ultimate responsibility for the performance of the subcontracted work rests with the subcontractors themselves. The Client shall not assign or transfer any of their rights or obligations under this Agreement without the prior written consent of the Service Provider.
     

  11. Non-Solicitation
    During the term of this Agreement and for 12 calendar months thereafter, the Client agrees not to solicit or hire any employees or contractors of the Service Provider without the Service Provider's explicit written consent.
     

  12. Amendments and Modifications
    Any amendments or modifications to this Agreement must be made in writing and signed by both parties. Verbal agreements or understandings shall not be considered valid for modifying or amending this Agreement. Changes or additions to the services or terms must be documented in writing and mutually agreed upon by both parties.
     

  13. Intellectual Property Rights
    All intellectual property rights in any work product, reports, documents, or materials produced by the Service Provider in connection with the services provided under this Agreement shall remain the property of the Service Provider.
     

  14. Dispute Resolution
    In the event of any dispute arising from or in connection with this Agreement, the parties shall first attempt to resolve the dispute through amicable negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration. The arbitration shall be conducted in the Republic of Cyprus, in accordance with the rules of the Republic of Cyprus.
     

  15. Governing Law
    This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus. Both parties agree to submit to the exclusive jurisdiction of the courts of the Republic of Cyprus for any disputes arising out of or in connection with this Agreement.
     

  16. Force Majeure
    Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by an event beyond its reasonable control, including but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
     

  17. Entire Agreement
    This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, agreements, or representations, whether oral or written, relating to the subject matter hereof. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Ver. 1 - 01 January 2023

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